Agent signatures

This page explains the legal basis for agent-led signatures on the Matter platform, the attribution chain that makes them binding, and the hard floors where Matter requires per-action human consent regardless of token tier.

The doctrine

The Uniform Electronic Transactions Act §14 provides that a contract may be formed by the interaction of an electronic agent and a natural person, or by the interaction of two electronic agents, and that the resulting contract is attributable to the person on whose behalf the agent acted. The federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. §7001 (E-SIGN), gives electronic signatures the same legal weight as wet-ink signatures.

A token-issued agent acting within the scope of its principal's instructions therefore binds the principal under U.S. federal and state law. The customer is the principal. The token is the agent. The acknowledgement is the scope.

Three-part attribution chain

Every agent-led signature on the Matter platform is supported by three independent pieces of evidence on the audit log.

1. Account ToS accepted. The customer's authorized human accepted the Matter Terms of Service when the account was created. This establishes the principal. 2. Scoped token created. The principal — or another human with delegated authority — created a tier-3 or tier-4 token with an explicit allow[] action list, an explicit entity scope, and an explicit AgentPolicy.standing_acknowledgements[] list pre-affirming the relevant AcknowledgementSlug values. This establishes the scope. 3. Per-action acknowledgement affirmed. At the moment of the action, the agent submits the action with the required acknowledgements[] array — either freshly affirmed or satisfied by the standing list on the token. This establishes the consent.

All three pieces are persisted on the immutable audit log with timestamps, hashes, and the original token identity. The chain is reproducible and auditable.

Agent-led formation

Formation is the most consequential agent-led action the platform supports. To enable agent-led formation, the principal includes incorporator_signature_authorized in the token's AgentPolicy.standing_acknowledgements[] at token creation. This standing consent permits the agent to sign the Certificate of Incorporation on the founder's behalf, as the founder's electronic agent under UETA §14.

The natural-person founder remains the incorporator on the filed certificate. Matter is not the incorporator. The agent is not the incorporator. The agent signs as the incorporator's electronic agent.

Hard-floor escalations

Some actions are too consequential to be performed by an agent under any standing consent. Matter enforces a per-action human signature for the following classes of action regardless of token tier or standing acknowledgements:

• Dissolution. Final certificate of dissolution and Form 966.
• M&A close. The closing-leg signature on a corporate transaction envelope.
• Equity grants over $250,000. Measured by aggregate fair-market-value of the grant.
• Regulated qualifications. Foreign qualifications in jurisdictions Matter routes to local counsel.
• Service-of-process mail. Acknowledgement of service must reach a named human at the customer.

These cannot be silenced. The platform returns 409 Conflict with a human_signature_required error if an agent attempts them.

See also: risk allocation.